ex4-1.htm


     

    
      
        Exhibit
4.1

         

         

        
          

        



       

      


       

      


       

      


       

      


    

    


     

     

    DHT
MARITIME, INC.

     

     

     

     

     

    
      
        

      

    

     

     

    FORM
OF INDENTURE

     

    Dated
as of
[              ]

     

    
       

      
        
          

        

      

       

       

       

       

       

       

       

    

    [                                       ]

     

    Trustee

    

       

      


       

      


       

      


       

      


      


       

       


        
          

        

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    TABLE OF CONTENTS

     

     Page

    
      
        	
                ARTICLE
      ONE

                 

                DEFINITIONS
      AND INCORPORATION BY REFERENCE

                 

              
	
                SECTION 1.01.

              	
                Definitions

              	
                1

              
	
                SECTION 1.02.

              	
                Other Definitions

              	
                6

              
	
                SECTION 1.03.

              	
                Incorporation by Reference of Trust Indenture
      Act

              	
                6

              
	
                SECTION 1.04.

              	
                Rules of Construction

              	
                7

              
	 
      	 
      	 
      
	
                ARTICLE
      TWO

                 

                THE
      SECURITIES

              
	
                SECTION 2.01.

              	
                Issuable in Series

              	
                7

              
	
                SECTION 2.02.

              	
                Establishment of Terms of Series of
      Securities

              	
                10

              
	
                SECTION 2.03.

              	
                Denominations; Provisions for Payment

              	
                10

              
	
                SECTION 2.04.

              	
                Execution and Authentication

              	
                11

              
	
                SECTION 2.05.

              	
                Registrar and Paying Agent

              	
                12

              
	
                SECTION 2.06.

              	
                Paying Agent to Hold Money in Trust

              	
                13

              
	
                SECTION 2.07.

              	
                Holder Lists

              	
                13

              
	
                SECTION 2.08.

              	
                Transfer and Exchange

              	
                14

              
	
                SECTION 2.09.

              	
                Mutilated, Destroyed, Lost and Stolen
      Securities

              	
                14

              
	
                SECTION 2.10.

              	
                Outstanding Securities

              	
                15

              
	
                SECTION 2.11.

              	
                Treasury Securities

              	
                15

              
	
                SECTION 2.12.

              	
                Temporary Securities

              	
                16

              
	
                SECTION 2.13.

              	
                Cancelation

              	
                16

              
	
                SECTION 2.14.

              	
                Defaulted Interest

              	
                16

              
	
                SECTION 2.15.

              	
                Global Securities

              	
                16

              
	
                SECTION 2.16.

              	
                CUSIP Numbers

              	
                18

              
	
                SECTION 2.17.

              	
                Benefits of Indenture

              	
                18

              
	 
      	 
      	 
      
	
                ARTICLE
      THREE

                 

                REDEMPTION
      AND PREPAYMENT

                 

              
	
                SECTION 3.01.

              	
                Notices to Trustee

              	
                18

              
	
                SECTION 3.02.

              	
                Selection of Securities to be Redeemed

              	
                18

              
	
                SECTION 3.03.

              	
                Notice of Redemption

              	
                19

              
	
                SECTION 3.04.

              	
                Effect of Notice of Redemption

              	
                20

              
	
                SECTION 3.05.

              	
                Deposit of Redemption Price

              	
                20

              
	
                SECTION 3.06.

              	
                Securities Redeemed in Part

              	
                21

              


      

       

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
 

      


      
        	
                ARTICLE
      FOUR

                COVENANTS

                 

              
	
                SECTION 4.01.

              	
                Payment of Securities

              	
                21

              
	
                SECTION 4.02.

              	
                SEC Reports

              	
                21

              
	
                SECTION 4.03.

              	
                Compliance Certificate

              	
                21

              
	
                SECTION 4.04.

              	
                Further Instruments and Acts

              	
                22

              
	
                SECTION 4.05.

              	
                Corporate Existence

              	
                22

              
	
                SECTION 4.06.

              	
                Calculation of Original Issue Discount

              	
                22

              
	
                SECTION 4.07.

              	
                Additional Amounts

              	
                22

              
	 
      	 
      	 
      
	
                ARTICLE
      FIVE

                 

                SUCCESSOR
      COMPANIES

                 

              
	
                SECTION 5.01.

              	
                Merger, Consolidation or Sale of Assets

              	
                23

              
	
                SECTION 5.02.

              	
                Surviving Person Substituted

              	
                24

              
	 
      	 
      	 
      
	
                ARTICLE
      SIX

                 

                DEFAULTS
      AND REMEDIES

                 

              
	
                SECTION 6.01.

              	
                Events of Default

              	
                25

              
	
                SECTION 6.02.

              	
                Acceleration

              	
                27

              
	
                SECTION 6.03.

              	
                Other Remedies

              	
                27

              
	
                SECTION 6.04.

              	
                Waiver of Past Defaults

              	
                28

              
	
                SECTION 6.05.

              	
                Control by Majority

              	
                28

              
	
                SECTION 6.06.

              	
                Limitation on Suits

              	
                28

              
	
                SECTION 6.07.

              	
                Rights of Holders to Receive Payment

              	
                29

              
	
                SECTION 6.08.

              	
                Collection Suit by Trustee

              	
                29

              
	
                SECTION 6.09.

              	
                Trustee May File Proofs of Claim

              	
                29

              
	
                SECTION 6.10.

              	
                Priorities

              	
                29

              
	
                SECTION 6.11.

              	
                Undertaking for Costs

              	
                30

              
	
                SECTION 6.12.

              	
                Waiver of Stay or Extension Laws

              	
                30

              
	 
      	 
      	 
      
	
                ARTICLE
      SEVEN

                 

                TRUSTEE

                 

              
	
                SECTION 7.01.

              	
                Duties of Trustee

              	
                30

              
	
                SECTION 7.02.

              	
                Rights of Trustee    

              	
                32

              
	
                SECTION 7.03.

              	
                Individual Rights of Trustee

              	
                33

              
	
                SECTION 7.04.

              	
                Trustee’s Disclaimer

              	
                33

              
	
                SECTION 7.05.

              	
                Notice of Defaults

              	
                33

              


      

      


       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
 

      
        	
                SECTION 7.06.

              	
                Reports by Trustee to Holder

              	
                33

              
	
                SECTION 7.07.

              	
                Compensation and Indemnity

              	
                34

              
	
                SECTION 7.08.

              	
                Replacement of Trustee

              	
                34

              
	
                SECTION 7.09.

              	
                Successor Trustee by Merger

              	
                35

              
	
                SECTION 7.10.

              	
                Eligibility; Disqualification

              	
                35

              
	
                SECTION 7.11.

              	
                Preferential Collection of Claims Against
      Company

              	
                36

              
	 
      	 
      	 
      
	
                ARTICLE
      EIGHT

                 

                LEGAL
      DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND
DISCHARGE

                 

              
	
                SECTION 8.01.

              	
                Option to Effect Legal Defeasance or Covenant
      Defeasance

              	
                36

              
	
                SECTION 8.02.

              	
                Legal Defeasance and Discharge

              	
                36

              
	
                SECTION 8.03.

              	
                Covenant Defeasance

              	
                37

              
	
                SECTION 8.04.

              	
                Conditions to Legal or Covenant
Defeasance

              	
                37

              
	
                SECTION 8.05.

              	
                Deposited Money and U.S. Government Obligations to be Held in
      Trust; Other Miscellaneous Provisions

              	
                38

              
	
                SECTION 8.06.

              	
                Repayment to Company

              	
                39

              
	
                SECTION 8.07.

              	
                Reinstatement

              	
                39

              
	
                SECTION 8.08.

              	
                Satisfaction and Discharge of Indenture

              	
                40

              
	 
      	 
      	 
      
	
                ARTICLE
      NINE

                 

                AMENDMENTS

                 

              
	
                SECTION 9.01.

              	
                Without Consent of Holders

              	
                41

              
	
                SECTION 9.02.

              	
                With Consent of Holders

              	
                42

              
	
                SECTION 9.03.

              	
                Compliance with Trust Indenture Act

              	
                43

              
	
                SECTION 9.04.

              	
                Revocation and Effect of Consents and
    Waivers

              	
                43

              
	
                SECTION 9.05.

              	
                Notation on or Exchange of Securities

              	
                43

              
	
                SECTION 9.06.

              	
                Trustee to Sign Amendments

              	
                43

              
	
                SECTION 9.07.

              	
                Payment for Consent

              	
                44

              
	 
      	 
      	 
      
	
                ARTICLE
      TEN

                 

                MISCELLANEOUS

                 

              
	
                SECTION 10.01.

              	
                Trust Indenture Act Controls

              	
                44

              
	
                SECTION 10.02.

              	
                Notices

              	
                44

              
	
                SECTION 10.03.

              	
                Communication by Holders with Other
    Holders

              	
                45

              
	
                SECTION 10.04.

              	
                Certificate and Opinion as to Conditions
      Precedent

              	
                45

              
	
                SECTION 10.05.

              	
                Statements Required in Certificate or
      Opinion

              	
                45

              
	
                SECTION 10.06.

              	
                Acts of Holders

              	
                45

              


      

      


       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                SECTION 10.07.

              	
                Rules by Trustee, Paying Agent and
    Registrar

              	
                47

              
	
                SECTION 10.08.

              	
                Legal Holidays

              	
                47

              
	
                SECTION 10.09.

              	
                Governing Law

              	
                47

              
	
                SECTION 10.10.

              	
                No Recourse Against Others

              	
                47

              
	
                SECTION 10.11.

              	
                Successors

              	
                47

              
	
                SECTION 10.12.

              	
                Multiple Originals

              	
                48

              
	
                SECTION 10.13.

              	
                Table of Contents; Headings

              	
                48

              
	
                SECTION 10.14.

              	
                Severability

              	
                48

              
	 
      	 
      	 
      


      

      


    

     

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

     

    CROSS-REFERENCE
TABLE*

     

    
      
        	
                Trust Indenture Act Section

              	
                Indenture Section

              
	
                310

              	
                (a)(1)

              	
                7.10

              
	 
      	
                (a)(2)

              	
                7.10

              
	 
      	
                (a)(3)

              	
                Not
      Applicable

              
	 
      	
                (a)(4)

              	
                Not
      Applicable

              
	 
      	
                (a)(5)

              	
                7.10

              
	 
      	
                (b)

              	
                7.10

              
	 
      	
                (c)

              	
                Not
      Applicable

              
	
                311

              	
                (a)

              	
                7.11

              
	 
      	
                (b)

              	
                7.11

              
	 
      	
                (c)

              	
                Not
      Applicable

              
	
                312

              	
                (a)

              	
                2.06

              
	 
      	
                (b)

              	
                10.03

              
	 
      	
                (c)

              	
                10.03

              
	
                313

              	
                (a)

              	
                7.06

              
	 
      	
                (b)(1)

              	
                Not
      Applicable

              
	 
      	
                (b)(2)

              	
                7.06

              
	 
      	
                (c)

              	
                7.06

              
	 
      	
                (d)

              	
                7.06

              
	
                314

              	
                (a)

              	
                4.02;4.03

              
	 
      	
                (b)

              	
                Not
      Applicable

              
	 
      	
                (c)(1)

              	
                10.04

              
	 
      	
                (c)(2)

              	
                10.04

              
	 
      	
                (c)(3)

              	
                Not
      Applicable

              
	 
      	
                (d)

              	
                Not
      Applicable

              
	 
      	
                (e)

              	
                10.05

              
	 
      	
                (f)

              	
                Not
      Applicable

              
	
                315

              	
                (a)

              	
                7.01

              
	 
      	
                (b)

              	
                7.05

              
	 
      	
                (c)

              	
                7.01

              
	 
      	
                (d)

              	
                7.01

              
	 
      	
                (e)

              	
                6.11

              
	
                316

              	
                (a)
      (last sentence)

              	
                2.10

              
	 
      	
                (a)(1)(A)

              	
                6.05

              
	 
      	
                (a)(1)(B)

              	
                6.04

              
	 
      	
                (a)(2)

              	
                Not
      Applicable

              
	 
      	
                (b)

              	
                6.07

              
	 
      	
                (c)

              	
                2.13

              
	
                317

              	
                (a)(1)

              	
                6.08

              
	 
      	
                (a)(2)

              	
                6.09

              
	 
      	
                (b)

              	
                2.05

              
	
                318

              	
                (a)

              	
                10.01

              
	 
      	
                (b)

              	
                Not
      Applicable

              
	 
      	
                (c)

              	
                10.01

              


      

      *This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or
provisions.

       

    

     

     

     

    
      
        
        

      

      
        
        

      

      
        Table of Contents

      

    

     

     

    INDENTURE
dated as of [        ], between DHT
MARITIME, INC., a Marshall Islands corporation, and
[                   ],
as trustee.

     

    The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the securities issued under this
Indenture (the “Securities”):

     

     

    ARTICLE
ONE

     

    DEFINITIONS AND
INCORPORATION BY REFERENCE

     

    SECTION
1.01. Definitions.

     

    For all
purposes under this Indenture and any supplemental indenture hereto, except as
otherwise expressly provided or unless the context otherwise requires, the
following terms shall have the following meanings:

     

    “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control” (including,
with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), when used with respect to any Person, shall mean the
power to direct or cause the direction of the management or policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by agreement or otherwise.

     

    “Agent”
means any Registrar, Paying Agent or co-registrar.

     

    “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.

     

    “Board of
Directors” means the Board of Directors of the Company, or any authorized
committee of the Board of Directors.

     

    “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.

     

    “Business
Day” means any day other than a Legal Holiday.

     

    “Capital
Stock” means, with respect to any Person, any shares or other equivalents
(however designated) of any class of corporate stock or partnership interests or
any other participations, rights, warrants, options or other interests in the
nature of an equity interest in such Person, including preferred stock,
including any debt security convertible or exchangeable into such equity
interest.

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        Table of Contents

      

    

     

     

    “Clearstream”
means Clearstream Banking, société anonyme, or any successor
thereto.

     

    “Commodity
Price Protection Agreement” means, in respect of a Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices.

     

    “Company”
means DHT Maritime, Inc., and any and all successors thereto.

     

    “Company
Order” means a written order signed in the name of the Company by two Officers,
one of whom must be the Company’s principal executive officer, principal
financial officer or principal accounting officer.

     

    “Corporate
Trust Office of the Trustee” shall be the address of the Trustee specified in
Section 10.02 hereof or such other address as to which the Trustee may give
notice to the Company.

     

    “Currency
Exchange Protection Agreement” means, in respect of a Person, any foreign
exchange contract, currency swap agreement, currency option or other similar
agreement or arrangement designed to protect such Person against fluctuations in
currency exchange rates.

     

    “Debt”
means, with respect to any Person (without duplication):

     

    (a) the
principal of and premium (if any) in respect of any obligation of such Person
for money borrowed, and any obligation evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable;

     

    (b) all
obligations of such Person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles
and leases of Property made as part of any sale and leaseback transaction
entered into by such Person;

     

    (c) all
obligations of such Person issued or assumed as the deferred purchase price of
Property, all conditional sale obligations of such Person and all obligations of
such Person under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business);

     

    (d) all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction;

     

    (e) all
obligations of the type referred to in clauses (a) through (d) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        Table of Contents

      

    

     

     

    (f) all
obligations of the type referred to in clauses (a) through (d) of other Persons
secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person); and

     

    (g) to
the extent not otherwise included in this definition, obligations pursuant to
any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity
Price Protection Agreement or any other similar agreement or arrangement of such
Person.

     

    “Default”
means any event that is, or after notice or passage of time or both would be, an
Event of Default.

     

    “Definitive
Security” means a certificated Security registered in the name of the Holder
thereof and issued in accordance with Section 2.08 hereof.

     

    “Depositary”
means, with respect to the Securities issuable or issued in whole or in part in
global form, the Person specified in Section 2.15 hereof as the Depositary
with respect to the Securities, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

     

    “Dollar”
means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for the payment of public and
private debt.

     

    “Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any
successor thereto.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    “Foreign
Currency” means any currency or currency unit issued by a government other than
the government of The United States of America.

     

    “GAAP”
means generally accepted accounting principles in the United States of America
as determined by the Public Company Accounting Principles Oversight
Board.

     

    “Global
Security”  when used with respect to any Series of Securities issued
hereunder, means a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Order, which shall
be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the outstanding Securities of such Series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest and which shall bear
the legend as prescribed by Section 2.15(c).

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        Table of Contents

      

    

     

     

    “Global
Security Legend” means the legend set forth in Section 2.15(c), which is
required to be placed on all Global Securities issued under this
Indenture.

     

    “Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof), of all or any
part of any Debt. The term “Guarantor” shall mean any Person Guaranteeing any
obligation.

     

    “Holder”
means a Person in whose name a Security is registered on the Registrar’s
books.

     

    “Indenture”
means this Indenture, as amended or supplemented from time to time.

     

    “Interest
Payment Date” when used with respect to any Series of Securities, means the date
specified in such Securities for the payment of any installment of interest on
those Securities.

     

    “Interest
Rate Agreement” means, for any Person, any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement designed to protect against fluctuations in interest
rates.

     

    “Lien”
means, with respect to any Property of any Person, any mortgage or deed of
trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such Property (including any capital lease obligation,
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing or any sale and leaseback
transaction).

     

    “Maturity,”
when used with respect to any Security or installment of principal thereof,
means the date on which the principal of such Security or such installment of
principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption, notice
of option to elect repayment or otherwise.

     

    “Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     

    “Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers
of the Company, one of whom must be the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
that meets the requirements of Section 10.04 and 10.05 hereof.

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        Table of Contents

      

    

     

     

     

    “Opinion
of Counsel” means an opinion from legal counsel, that meets the requirements of
Section 10.04 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

     

    “Original
Issue Discount Security” means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to
Section 6.02.

     

    “Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and,
with respect to the Depository Trust Company, shall include Euroclear and
Clearstream).

     

    “Person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof or any other
entity.

     

    “Property”
means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible,
including Capital Stock in, and other securities of, any other
Person.

     

    “Responsible
Officer” with respect to the Trustee, means any Vice President, Assistant Vice
President, Assistant Treasurer or any other officer of the Trustee assigned by
the Trustee to administer its corporate trust matters and who customarily
performs functions similar to those performed by such Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such Person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for administration
of this Indenture.

     

    “SEC”
means the Securities and Exchange Commission.

     

    “Securities”
has the meaning assigned to it in the preamble to this Indenture.

     

    “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Series”
or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.01 and 2.02
hereof.

     

    “Significant
Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC.

     

    “Stated
Maturity,” when used with respect to any Security, means the date specified in
such Security as the fixed date on which an amount equal to the principal amount
of such Security is due and payable.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        Table of Contents

      

    

     

     

    “Subsidiary”
of any Person means any corporation, limited liability company, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.

     

    “TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) and the rules
and regulations thereunder as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.03.

     

    “Trustee”
means the party named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.

     

    “U.S.
Government Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer’s option.

     

    “U.S.
Person” means a U.S. person as defined in Rule 902(k) under the Securities
Act.

     

    “Voting
Stock” of any Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

    

      SECTION
1.02. Other
Definitions.

       

      


      
        	 
      	
                Term

              	
                Defined
      in Section

              
	 
      	
                “Additional
      Amounts”                                                       

              	
                4.07

              
	 
      	
                “Covenant
      Defeasance”                                                       

              	
                8.03

              
	 
      	
                “Custodian”                                                       

              	
                6.01

              
	 
      	
                “Event
      of
      Default”                                                       

              	
                6.01

              
	 
      	
                “Legal
      Defeasance”                                                       

              	
                8.02

              
	 
      	
                “Legal
      Holiday”                                                       

              	
                10.08

              
	 
      	
                “Paying
      Agent”                                                       

              	
                2.05

              
	 
      	
                “Registrar”                                                       

              	
                2.05

              
	 
      	
                “Relevant
      Taxing Jurisdiction”

              	
                4.07

              
	 
      	
                “Service
      Agent”                                                       

              	
                2.05

              
	 
      	
                “Surviving
      Person”                                                       

              	
                5.01

              
	 
      	
                “Taxes”                                                       

              	
                4.07

              


      

       

                      SECTION
1.03. Incorporation by Reference
of Trust Indenture Act.  This
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture.  The
following TIA terms used in this Indenture have the following
meanings:

    

     

     

    
      
        
        

      

      
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    “indenture
securities” means the Securities;

     

    “indenture
security Holder” means a Holder of a Security;

     

    “indenture
to be qualified” means this Indenture;

     

    “indenture
trustee” or “institutional trustee” means the Trustee; and

     

    “obligor”
on the Securities means the Company and any successor obligor upon the
Securities.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by the TIA’s
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.


    
      


      SECTION
1.04. Rules of
Construction.  Unless
the context otherwise requires:

       

    

    (1)  a
term has the meaning assigned to it;

     

    (2)  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

     

    (3)  “or”
is not exclusive;

     

    (4)  words
in the singular include the plural, and in the plural include the
singular;

     

    (5)  provisions
apply to successive events and transactions; and

     

    (6)  references
to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from
time to time.

     

     

    ARTICLE
TWO

     

    THE
SECURITIES

     

    
                     
SECTION 2.01. Issuable in
Series.  The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers’
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, supplemental
indenture or Officers’ Certificate may provide for the method by which specified
terms (such as interest rate, maturity date, record date or date from which
interest shall accrue) are to be determined. Securities may differ between
Series in respect of any matters.

    

     

     

    
      
        
        

      

      
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      SECTION
2.02. Establishment of Terms of
Series of Securities.  At or
prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.02(a)
and either as to such Securities within the Series or as to the Series generally
in the case of Subsections 2.02(b) through 2.02(w)) by a Board Resolution,
a supplemental indenture or an Officers’ Certificate pursuant to authority
granted under a Board Resolution:

               
(a) the title
of the Securities of the Series (which shall distinguish the Securities of that
particular Series from the Securities of any other Series);

     

    (b)  the
ranking of the Securities of the Series relative to other Debt of the Company
and the terms of any subordination provisions;

     

    (c) any limit
upon the aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series);

     

    (d) the date
or dates on which the principal and premium of the Securities of the Series are
payable;

     

    (e) the rate
or rates (which may be fixed or variable) at which the Securities of the Series
shall bear interest, if any, or the method of determining such rate or rates,
the date or dates from which such interest, if any, shall accrue, the Interest
Payment Dates on which such interest, if any, shall be payable or the method by
which such dates will be determined, the record dates for the determination of
Holders thereof to whom such interest is payable (in the case of Securities in
registered form), and the basis upon which such interest will be calculated if
other than that of a 360-day year of twelve 30-day months;

     

    (f) the
currency or currencies, including composite currencies in which Securities of
the Series shall be denominated, if other than Dollars, the place or places, if
any, in addition to or instead of the Corporate Trust Office of the Trustee (in
the case of Securities in registered form) or the principal New York office of
the Trustee (in the case of Securities in bearer form), where the principal,
premium and interest with respect to Securities of such Series shall be payable
or the method of such payment, if by wire transfer, mail or other
means;

     

    (g) the price
or prices at which, the period or periods within which, and the terms and
conditions upon which, Securities of the Series may be redeemed, in whole or in
part at the option of the Company or otherwise;

     

    (h) the form
of the Securities of the Series and whether Securities of the Series are to be
issued in registered form or bearer form or both and, if Securities are to be
issued in bearer form, whether coupons will be attached to them, whether
Securities of the Series in bearer form may be exchanged for Securities of the
Series issued in registered form, and the circumstances under which and the
places at which any such exchanges, if permitted, may be
made;

     

     

     

    
      
        
        

      

      
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    (i) if any
Securities of the Series are to be issued in bearer form or as one or more
Global Securities representing individual Securities of the Series in bearer
form, whether certain provisions for the payment of additional interest or tax
redemptions shall apply; whether interest with respect to any portion of a
temporary Security of the Series in bearer form payable with respect to any
Interest Payment Date prior to the exchange of such temporary Security in bearer
form for definitive Securities of the Series in bearer form shall be paid to any
clearing organization with respect to the portion of such temporary Security in
bearer form held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date; and the terms upon which a
temporary Security in bearer form may be exchanged for one or more definitive
Securities of the Series in bearer form;

     

    (j) the
obligation, if any, of the Company to redeem, purchase or repay the Securities
of the Series pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof and the price or prices at which, the period or
periods within which, and the terms and conditions upon which, Securities of the
Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligations;

     

    (k) the
terms, if any, upon which the Securities of the Series may be exchanged for any
of the Company’s common stock or other equity interests, and the terms and
conditions upon which such exchange shall be effected, including the initial
exchange price or rate, the exchange period and any other additional
provisions;

     

    (l) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Securities of the Series shall be
issuable;

     

    (m) if the
amount of principal, premium or interest with respect to the Securities of the
Series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts will be determined;

     

    (n) if the
principal amount payable at the Stated Maturity of Securities of the Series will
not be determinable as of any one or more dates prior to such Stated Maturity,
the amount that will be deemed to be such principal amount as of any such date
for any purpose, including the principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity and which will be
deemed to be outstanding as of any such date (or, in any such case, the manner
in which such deemed principal amount is to be determined), and if necessary,
the manner of determining the equivalent thereof in Dollars;

     

    (o) the
applicability of or any changes or additions to the defeasance and discharge
provisions of Article Eight;

     

     

     

    
      
        
        

      

      
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    (p) if other
than the principal amount thereof, the portion of the principal amount of the
Securities of the Series that shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02;

     

    (q) the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Securities of the Series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions of the TIA
are applicable and any corresponding changes to provisions of this Indenture as
then in effect;

     

    (r) any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Series of Securities to declare the principal amount of,
premium, if any, and interest on such Series of Securities due and payable
pursuant to Section 6.02;

     

    (s) if the
Securities of the Series shall be issued in whole or in part in the form of a
Global Security, the terms and conditions, if any, upon which such Global
Security may be exchanged in whole or in part for other individual Definitive
Securities of such Series, the Depositary for such Global Security and the form
of any legend or legends to be borne by any such Global Security in addition to
or in lieu of the Global Securities Legend;

     

    (t) any
Trustee, authenticating agent, Paying Agent, transfer agent, Service Agent or
Registrar;

     

    (u) the
applicability of, and any addition to or change in, the covenants (and the
related definitions) set forth in Articles Four or Five which applies to
Securities of the Series;

     

    (v) with
regard to Securities of the Series that do not bear interest, the dates for
certain required reports to the Trustee;

     

    (w) the terms
applicable to Original Issue Discount Securities, including the rate or rates at
which original issue discount will accrue;

     

    (x) any other
terms of Securities of the Series (which terms shall not be prohibited by the
provisions of this Indenture).

     

    All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers’ Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

     

    
       SECTION
2.03. Denominations; Provisions
for Payment.  The
Securities shall be issuable, except as otherwise provided with respect to any
series of Securities pursuant to Section 2.02, as registered Securities in
the denominations of one thousand Dollars ($1,000) or any integral multiple
thereof, subject to Sections 2.02(f) and 2.02(l).  The Securities
of any Series shall bear interest payable on the dates and at the rate specified
with respect to that Series.  Unless otherwise provided as
contemplated by Section 2.02 with respect to Securities of any Series, the
principal of and the interest on the Securities of any Series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars.  Such payment shall be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
the City and State of New York. Each Security shall be dated the date of its
authentication. Unless otherwise provided as contemplated by Section 2.02,
interest on the Securities shall be computed on the basis of a 360-day year
composed of twelve 30-day months.

    

     

     

    
      
        
        

      

      
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    The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that Series
shall be paid to the Person in whose name said Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for such interest installment.

     

    Unless
otherwise set forth in a Board Resolution, a supplemental indenture or an
Officers’ Certificate establishing the terms of any Series of Securities
pursuant to Section 2.02 hereof, the term “regular record date” as used in
this Section with respect to Securities of any Series with respect to any
Interest Payment Date for such Series shall mean (i) either the fifteenth
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.02 hereof shall
occur, if such Interest Payment Date is the first day of a month or
(ii) the first day of the month in which an Interest Payment Date
established for such Series pursuant to Section 2.02 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

     

    Subject
to the foregoing provisions of this Section, each Security of a Series delivered
under this Indenture upon transfer of or in exchange for or in lieu of any other
Security of such Series shall carry the rights to interest accrued and unpaid,
and to accrue, that were carried by such other Security.

     

    
      SECTION
2.04. Execution and
Authentication.  One or
more Officers shall sign the Securities for the Company by manual or facsimile
signature.  If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid.  A Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.  The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.  The Securities may
contain such notations, legends or endorsements required by law, stock exchange
rule or usage.

       

    

    The
Trustee shall at any time, and from time to time, authenticate Securities for
original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order.  Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing.  Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate.

     

     

    
      
        
        

      

      
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    The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.02, except as provided in
Section 2.09.

     

    Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying
on:  (a) the Board Resolution, supplemental indenture hereto or
Officers’ Certificate establishing the form of the Securities of that Series or
of Securities within that Series and the terms of the Securities of that Series
or of Securities within that Series, (b) an Officers’ Certificate complying
with Section 10.04 and 10.05, and (c) an Opinion of Counsel complying
with Section 10.04 and 10.05.

     

    The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series:  (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (b) if
the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
determine that such action would expose the Trustee to personal liability to
Holders of any then outstanding Series of Securities.

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with the Company or an Affiliate of the Company.

    

      SECTION
2.05. Registrar and Paying
Agent.  So long
as Securities of any Series remaining outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York (or any other place or places specified with respect to such Series
pursuant to Section 2.02), where Securities of such Series may be presented
or surrendered for payment (“Paying Agent”), where
Securities of such Series may be presented for registration of transfer or
exchange (“Registrar”) and where
notices and demands to or upon the Company in respect of the Securities of such
Series and this Indenture may be served (“Service
Agent”).  The Registrar shall keep a register with respect to
each Series of Securities and to their transfer and exchange.  The
Company will give prompt written notice to the Trustee of the name and address,
and any change in the name or address, of each office or agency, Registrar,
Paying Agent or Service Agent.  If at any time the Company shall fail
to maintain any such required office or agency, Registrar, Paying Agent or
Service Agent or shall fail to furnish the Trustee with the name and address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

    

     

     

    
      
        
        

      

      
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    The
Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.02 for Securities of any Series
for such purposes.  The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the name or
address of any such co-registrar, additional paying agent or additional service
agent.  The term “Registrar” includes any co-registrar; the term
“Paying Agent” includes any additional paying agent; and the term “Service
Agent” includes any additional service agent.

     

    The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service
Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.

    

      SECTION
2.06. Paying Agent to Hold Money
in Trust.  The
Company shall require each Paying Agent, other than the Trustee, to agree in
writing that the Paying Agent will hold in trust, for the benefit of Holders of
any Series of Securities, or the Trustee, all money held by the Paying Agent for
the payment of principal of or interest on the Series of Securities, and will
notify the Trustee of any default by the Company in making any such
payment.  While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the
Trustee.  Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this
Section 2.06 is subject to the provisions of Section 8.06, and
(ii) the Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
direct any paying agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
terms and conditions as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent (if other than the Company or a Subsidiary) shall be released
from all further liability with respect to the money.  If the Company
or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of Holders of any Series of Securities
all money held by it as Paying Agent.

       

      SECTION
2.07. Holder Lists.  (a)  The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders of each
Series of Securities and shall otherwise comply with TIA
§ 312(a).  If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least ten days before each Interest Payment Date and
at such other times as the Trustee may request in writing a list, in such form
and as of such date as the Trustee may reasonably require, of the names and
addresses of Holders of each Series of Securities.

       

    

    (b) The
Trustee may destroy any list furnished to it as provided in Section 2.07(a)
upon receipt of a new list so furnished.

     

     

    
      
        
        

      

      
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      SECTION
2.08. Transfer and
Exchange.  When Securities of a Series are presented to the
Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal principal amount of Securities of the same Series, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met.  To permit registrations of transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar’s
request.  No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.12, 3.06 or 9.05).

       

    

    Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series during the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to
register the transfer or exchange of Securities of any Series selected, called
or being called for redemption as a whole or the portion being redeemed of any
such Securities selected, called or being called for redemption in
part.

     

    All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Registrar, duly executed by the Holder or by
such Holder’s duly authorized attorney in writing.

     

    The
provisions of this Section 2.08 are, with respect to any Global Security,
subject to Section 2.15 hereof.

    

      SECTION
2.09. Mutilated, Destroyed, Lost
and Stolen Securities.  If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

       

    

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously
outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security (without surrender thereof except in the case of
a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, and, in case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

     

    
      
        
        

      

      
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    Upon the
issuance of any new Security under this Section 2.09, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     

    Every new
Security of any Series issued pursuant to this Section 2.09 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder.

     

    The
provisions of this Section 2.09 are exclusive and shall preclude (to the
extent lawful) any and all other rights and remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary, with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities,
negotiable instruments or other securities.

    
 

    
      SECTION
2.10. Outstanding
Securities.  The
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest on a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this
Section 2.10 as not outstanding.

       

    

    If a
Security is replaced pursuant to Section 2.09, it ceases to be outstanding
until the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.

     

    If the
Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of any thereof) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

     

    A
Security does not cease to be outstanding because the Company or an Affiliate
thereof holds the Security.

     

    In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02.

     

    SECTION
2.11. Treasury
Securities.  In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Company or an
Affiliate of the Company shall be disregarded and deemed not to be outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver only Securities of a Series that a Responsible Officer
of the Trustee actually knows are so owned shall be so
disregarded.  Subject to the foregoing, only Securities outstanding at
the time shall be considered in any such determination.

     

    
      
        
        

      

      
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SECTION 2.12. Temporary
Securities.  Until
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a Company
Order.  Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities.  Without unreasonable delay, the
Company shall prepare and the Trustee upon request shall authenticate Definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities.  Until so exchanged, temporary Securities shall have the
same rights under this Indenture as the Definitive Securities.

    
       

      SECTION
2.13. Cancellation.  The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
shall dispose of such canceled Securities according to its normal operating
procedures (subject to the record retention requirement of the Exchange Act) and
deliver a certificate of such disposition to the Company.  The Company
may not issue new Securities to replace Securities that it has paid or delivered
to the Trustee for cancellation.

       

      SECTION
2.14. Defaulted
Interest.  If the
Company defaults in a payment of interest on a Series of Securities, it shall
pay the defaulted interest, plus, to the extent permitted by law, any interest
payable on the defaulted interest, to the persons who are Holders of the Series
on a subsequent special record date.  The Company shall fix the record
date and payment date.  At least 30 days before the record date, the
Company shall mail to the Trustee and to each Holder of the Series a notice that
states the record date, the payment date and the amount of interest to be
paid.  The Company may pay defaulted interest in any other lawful
manner.

       

    

    SECTION
2.15. Global
Securities.

     

    (a) Terms of
Securities.  A Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depositary for such Global Security or
Securities.

     

    (b) Transfer and
Exchange.  Notwithstanding any provisions to the contrary
contained in Section 2.08 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.08 of the
Indenture for Securities registered in the names of Holders other than the
Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, and, in either case, the
Company fails to appoint a successor Depositary within 90 days of such
event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable or
(iii) an Event of Default with respect to the Securities represented by
such Global Security shall have occurred and be continuing.  Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depositary shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

     

     

    
      
        
        

      

      
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    Except as
provided in this Section 2.15(b), a Global Security may only be transferred
in whole but not in part (i) by the Depositary with respect to such Global
Security to a nominee of such Depositary, (ii) by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or (iii) by the
Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary.

     

    (c) Legend.  Any
Global Security issued hereunder shall bear a legend in substantially the
following form:

     

    “THIS
SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.04 OF THE INDENTURE, (B) THIS SECURITY MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.15(B) OF THE INDENTURE, (C) THIS SECURITY
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE
INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(B) OF THE
INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X)
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.”

     

    (d) Payments.  Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.02, payment of the principal of and interest, if
any, on any Global Security shall be made to the Holder
thereof.

     

    (e) Consents, Declaration and
Directions.  Except as provided in Section 2.15(d), the
Company, the Trustee and any Agent shall treat a person as the Holder of such
principal amount of outstanding Securities of such Series represented by a
Global Security as shall be specified in a written statement of the Depositary
with respect to such Global Security, for purposes of obtaining any consents,
declarations, waivers or directions required to be given by the Holders pursuant
to this Indenture.

     

     

     

    
      
        
        

      

      
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      SECTION
2.16. CUSIP Numbers.  The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that neither
the Company nor the Trustee shall have any responsibility for any defect in the
“CUSIP” number that appears on any Security, check, advice of payment or
redemption notice, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Company shall promptly notify the Trustee of any change
in CUSIP numbers.

       

      SECTION
2.17. Benefits of
Indenture.  Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the Holders of the
Securities.

       

    

     

    ARTICLE
THREE

     

    REDEMPTION
AND PREPAYMENT

     

    

      SECTION
3.01. Notices to
Trustee.  The
Company may, with respect to any Series of Securities, reserve the right to
redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Series of
Securities.  If a Series of Securities is redeemable and the Company
wants or is obligated to redeem prior to the Stated Maturity thereof all or part
of the Series of Securities pursuant to the terms of such Securities, it shall
notify the Trustee of the redemption date and the principal amount of Securities
of the Series to be redeemed and the redemption price. The Company shall give
such notice to the Trustee at least 30 but no more that 60 days before the
redemption date (or such shorter notice as may be acceptable to the
Trustee).

       

      SECTION
3.02. Selection of Securities to
be Redeemed.  Unless
otherwise indicated for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, if less than all of the
Securities are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Securities to be redeemed or purchased as
follows:

       

    

    (1) if the
Securities are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange, if any, on which
the Securities are listed; or

     

     

    
      
        
        

      

      
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    (2) if the
Securities are not listed on any national securities exchange, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate.

     

    Unless
otherwise indicated for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, no Securities of $1,000 of
principal amount or less will be redeemed in part.  Except as provided
in the preceding sentence, provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.  The Trustee shall make the selection at least 25 days but
not more than 60 days before the redemption date from outstanding Securities of
a Series not previously called for redemption.

     

    If any
Security is to be redeemed in part only, the notice of redemption that relates
to such Security shall state the portion of the principal amount of that
Security to be redeemed.  A new Security in principal amount equal to
the unredeemed portion of the original Security presented for redemption will be
issued in the name of the Holder thereof upon cancellation of the original
Security.  Securities called for redemption become irrevocably due on
the date fixed for redemption at the applicable redemption price, plus accrued
and unpaid interest to the redemption date.  On and after the
redemption date, unless the Company defaults in making the applicable redemption
payment, interest ceases to accrue or accrete on Securities or portions of them
called for redemption.

    

      SECTION
3.03. Notice of
Redemption.  Unless
otherwise provided for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Securities are to be redeemed at its registered address.

       

    

    The
notice shall identify the Securities to be redeemed and shall
state:

     

    (1) the
redemption date;

     

    (2) the
redemption price or the appropriate calculation of the redemption price, which
in each case will include interest accrued and unpaid to the date fixed for
redemption;

     

    (3) if any
Security is being redeemed in part, the portion of the principal amount of such
Security to be redeemed and that, after the redemption date upon surrender of
such Security, a new Security or Securities in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original
Security;

     

    (4) the name
and address of the Paying Agent;

     

    (5) that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

     

     

    
      
        
        

      

      
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    (6) that,
unless the Company defaults in making such redemption payment, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and
after the redemption date;

     

    (7) the
paragraph of the Securities and/or provision of this Indenture or any
supplemental indenture pursuant to which the Securities called for redemption
are being redeemed; and

     

    (8) the CUSIP
number, if any, printed on the Securities being redeemed;
and

     

    (9) that no
representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Securities.

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as required
by this Section 3.03.

    
 

    
      SECTION
3.04. Effect of Notice of
Redemption.  Once
notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption may
not be conditional.

       

      Failure
to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

       

      SECTION
3.05. Deposit of Redemption
Price.  Prior to
10:00 a.m. (New York City time) on the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary of the Company is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of, and accrued interest on,
all Securities to be redeemed on that date, other than Securities or portions of
Securities called for redemption that have been delivered by the Company to the
Trustee for cancellation.  The Trustee or the Paying Agent shall as
promptly as practicable return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption price of, and accrued interest on, all Securities to be
redeemed.  If such money is then held by the Company in trust and is
not required for such purpose it shall be discharged from such
trust.

    

     

    If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption date, interest shall cease to accrue on the Securities or the
portions of Securities called for redemption.  If a Security is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Security was registered at the close of business on
such record date.  If any Security called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and, to the
extent lawful, on any interest not paid on such unpaid principal, in each case
at the rate provided in the Securities.

     

     

     

    
      
        
        

      

      
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SECTION 3.06. Securities Redeemed in
Part.  Upon
surrender of a Security that is redeemed in part, the Company shall execute and,
upon the Company’s written request, the Trustee shall authenticate for the
Holder (at the Company’s expense) a new Security equal in principal amount to
the unredeemed portion of the Security surrendered.

    
       

       

      ARTICLE
FOUR

       

      COVENANTS

       

      SECTION
4.01. Payment of
Securities.  The
Company covenants and agrees for the benefit of the Holders of each Series of
Securities that it will duly and punctually make all payments in respect of each
Series of Securities on the dates and in the manner provided in such Series of
Securities and this Indenture.  Such payments shall be considered made
on the date due if on such date the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to make all payments with
respect to such Securities then due.

       

      SECTION
4.02. SEC Reports.  Unless
otherwise indicated in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, notwithstanding that the Company may not be subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, so
long as any Securities are outstanding, the Company shall furnish to the Trustee
and the Holders copies of such annual reports and such information, documents
and other reports as are specified in Sections 13 and 15(d) of the Exchange
Act subject to such Sections, at the times specified for the filing of such
information, documents and reports under such Sections.  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
the covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).  The Company also shall comply with the
other provisions of TIA § 314(a).

       

      SECTION
4.03. Compliance
Certificate.  The
Company shall deliver to the Trustee within 120 days after the end of each
fiscal year of the Company an Officers’ Certificate stating that in the course
of the performance by the signers of their duties as Officers of the Company
they would normally have knowledge of any Default and whether or not the signers
know of any Default that occurred during such period.  If they do, the
certificate shall describe the Default, its status and what action the Company
is taking or propose to take with respect thereto.  The Company also
shall comply with TIA § 314(a)(4).

       

    

     

    
      
        
        

      

      
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      SECTION
4.04. Further Instruments and
Acts.  The
Company shall execute and deliver to the Trustee such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

       

      SECTION
4.05. Corporate
Existence.  Subject
to Article Five hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:

    

     

    (1) its
limited liability company, corporate, partnership or other existence in
accordance with its organizational documents (as the same may be amended from
time to time) and

     

    (2) the
rights (charter and statutory), licenses and franchises of the Company; provided, however, that the
Company shall not be required to preserve any such right, license or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Securities.

    

      SECTION
4.06. Calculation of Original
Issue Discount.  The
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on outstanding Securities as
of the end of such year and (ii) such other specific information relating
to such original issue discount as may then be relevant under the Internal
Revenue Code of 1986, as amended from time to time.

       

      SECTION
4.07. Additional
Amounts.  If,
following any transactions permitted by Section 5.01, the Surviving Person is
organized other than under the laws of the United States of America, any State
thereof or the District of Columbia, all payments made by the Surviving Person
under or with respect to the Securities shall be made free and clear of and
without withholding or deduction for or on account of any present or future tax,
duty, levy, impost, assessment or other governmental charge (including
penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or
levied by or on behalf of the government of the Surviving Person’s country of
incorporation or any political subdivision or any authority or agency therein or
thereof having power to tax, or within any other jurisdiction in which the
Surviving Person is organized or is otherwise resident for tax purposes or any
jurisdiction from or through which payment is made (each a “Relevant Taxing
Jurisdiction”), unless the Surviving Person is required to withhold or
deduct Taxes by law or by the interpretation or administration
thereof.

    

    
    

    If the
Surviving Person is so required to withhold or deduct any amount for or on
account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made
under or with respect to the Securities, the Surviving Person shall pay such
additional amounts (“Additional Amounts”)
as may be necessary so that the net amount received by the Holders (including
Additional Amounts) after such withholding or deduction will not be less than
the amount the Holders would have received if such Taxes had not been withheld
or deducted; provided, however, that the
foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes
that would not have been so imposed but for the existence of any present or
former connection between the relevant Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of power over the relevant
Holder, if the relevant Holder is an estate, nominee, trust or corporation) and
the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or
the ownership or holding outside of the Surviving Person’s country of
incorporation of such Security); or (2) any estate, inheritance, gift, sales,
excise, transfer, personal property tax or similar tax, assessment or
governmental charge; nor shall the Surviving Person be required to pay
Additional Amounts (a) if the payment could have been made without such
deduction or withholding if the beneficiary of the payment had presented the
Security for payment within 30 days after the date on which such payment or such
Security became due and payable or the date on which payment thereof is duly
provided for, whichever is later (except to the extent that the Holder would
have been entitled to Additional Amounts had the Security been presented on the
last day of such 30 day period), or (b) with respect to any payment of principal
of (or premium, if any, on) or interest on such Security to any Holder who is a
fiduciary or partnership or any person other than the sole beneficial owner of
such payment, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner of such
payment would not have been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Security.

     

     

     

    
      
        
        

      

      
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    Upon
request, the Surviving Person shall provide the Trustee with official receipts
or other documentation satisfactory to the Trustee evidencing the payment of the
Taxes with respect to which Additional Amounts are paid.

     

    Whenever
in this Indenture, a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, or in any Security there is mentioned, in any context:
(1) the payment of principal; (2) purchase prices in connection with a
purchase of Securities; (3) interest; or (4) any other amount payable
on or with respect to any of the Securities, such reference shall be deemed to
include payment of Additional Amounts provided for in this Section 4.07 to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.

     

    The
obligations described under this Section 4.07 shall survive any
termination, defeasance or discharge of this Indenture and shall apply mutatis
mutandis to any jurisdiction in which any successor Person to the Company or any
Surviving Person is organized or any political subdivision or taxing authority
or agency thereof or therein.

     

    
      ARTICLE
FIVE

       

      SUCCESSOR
COMPANIES

       

      SECTION
5.01. Merger, Consolidation or
Sale of Assets.  Unless
otherwise provided for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, the Company shall not
merge, consolidate or amalgamate with or into any other Person (other than a
merger of a wholly owned Subsidiary of the Company into the Company) or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
of its Property in one transaction or series of related transactions
unless:

    

     

     

    
      
        
        

      

      
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    (a) the
surviving Person (the “Surviving Person”)
(if other than the Company) or the Person to which such sale, transfer,
assignment, lease, conveyance or disposition is made expressly assumes, by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such Person, the due and punctual payment of the
principal of, and premium, if any, and interest on, all the Securities of all
Series outstanding, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
to be performed by the Company;

     

    (b) in the
case of a sale, transfer, assignment, lease, conveyance or other disposition of
all or substantially all the Property of the Company, such Property shall have
been transferred as an entirety or virtually as an entirety to one Person and/or
such Person’s Subsidiaries;

     

    (c) immediately
before and immediately after giving effect to such transaction or series of
related transactions, no Default or Event of Default shall have occurred and be
continuing; and

     

    (d) the
Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and
an Opinion of Counsel, each stating that such transaction and the supplemental
indenture, if any, in respect thereto comply with this Section 5.01 and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

     

    For the
purposes of this Section 5.01, the sale, transfer, assignment, lease,
conveyance or other disposition of all the Property of one or more Subsidiaries
of the Company, which Property, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all the Property of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all the Property of the Company.

    

      SECTION
5.02. Surviving Person
Substituted.  (a)  In
case of any such consolidation, amalgamation, merger, sale, conveyance,
assignment, transfer, lease or other disposition and upon the assumption by the
successor entity, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of, premium, if any, and interest on all of the Securities of
all series outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture or established with respect to each
series of the Securities pursuant to Section 2.02 to be performed by the
Company with respect to each series, such successor entity shall succeed to and
be substituted for and may exercise every right and power of the Company under
this Indenture with the same effect as if it had been named as the Company
herein, and thereupon the predecessor entity shall be relieved of all
obligations and covenants under this Indenture and the
Securities.

    

     

    
      
        
        

      

      
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    (b) In case
of any such consolidation, amalgamation, merger, sale, conveyance, assignment,
transfer, lease or other disposition such changes in phraseology and form (but
not in substance) may be made in the Securities thereafter to be issued as may
be appropriate.

     

    (c) Nothing
contained in this Indenture or in any of the Securities shall prevent the
Company from merging into itself or acquiring by purchase or otherwise all or
any part of the Property of any other Person (whether or not affiliated with the
Company).

     

     

    ARTICLE
SIX

     

    DEFAULTS
AND REMEDIES

     

    SECTION
6.01. Events of
Default.  Unless
otherwise indicated for a particular Series of Securities by a Board Resolution,
a supplemental indenture hereto, or an Officers’ Certificate, each of the
following constitutes an “Event
of Default” with respect to each Series of
Securities:

     

    (1) default
in the payment of the principal or redemption price with respect to any Security
of such Series when such amount becomes due and payable;

     

    (2) default
in the payment of interest (including additional interest, if any,) when due on
the Securities of such Series within 30 days of when such amount becomes due and
payable;

     

    (3) the
Company fails to comply with any of its covenants or agreements in the
Securities of such Series or this Indenture (other than a failure that is
subject to the foregoing clauses (1) or (2)) and such failure continues for
60 days after the notice specified below;

     

    (4) Debt of
the Company or any Subsidiary of the Company is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof
because of a default and the total amount of such Debt unpaid or accelerated
exceeds $25.0 million or its foreign currency equivalent at the time
without such Debt having been discharged or acceleration having been rescinded
or annulled within 10 days after receipt by the Company of notice of the default
by the Trustee or Holders of not less than 25% in aggregate principal amount of
the Securities of such Series then outstanding;

     

    (5) the
Company or any Significant Subsidiary of the Company pursuant to or within the
meaning of any Bankruptcy Law:

     

    (A) commences
a voluntary case;

     

    (B) consents
to the entry of an order for relief against it in an involuntary
case;

     

     

     

    
      
        
        

      

      
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    (C) consents
to the appointment of a Custodian of it or for any substantial part of its
Property; or

     

    (D) makes a
general assignment for the benefit of its creditors;

     

    or takes
any comparable action under any foreign laws relating to
insolvency;

     

    (6) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:

     

    (A) is for
relief against the Company or any Significant Subsidiary of the Company in an
involuntary case;

     

    (B) appoints
a Custodian of the Company or any Significant Subsidiary of the Company or for
any substantial part of its Property; or

     

    (C) orders
the winding up or liquidation of the Company or any Significant Subsidiary of
the Company;

     

    or any
similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 60 days; or

     

    (7) any
judgment or judgments for the payment of money (to the extent not insured by a
reputable and creditworthy issuer that has not contested coverage with respect
to the underlying claim) in an aggregate amount in excess of $25.0 million
or its foreign currency equivalent at the time is entered against the Company or
any Subsidiary of the Company and that shall not be waived, satisfied or
discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect.

     

    The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body.

     

    The term
“Custodian” means, for the purposes of this Article Six, any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

     

    A Default
under clause (3) is not an Event of Default until the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities notify
the Company of the Default and the Company does not cure such Default within the
time specified after receipt of such notice.  Such notice must specify
the Default, demand that it be remedied and state that such notice is a “Notice
of Default.”

     

    The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any Event of
Default and any event which with the giving of notice or the lapse of time would
become an Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

     

     

    
      
        
        

      

      
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    SECTION
6.02. Acceleration.  (a)  If an Event of Default with respect to any
Series of Securities at the time outstanding (other than an Event of Default
specified in Section 6.01(5) or (6) with respect to the Company) occurs and
is continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the outstanding Securities of that Series by notice to the
Company in writing (and to the Trustee, if given by Holders of such Securities
of such Series), may declare the principal amount of (or, in the case of
Original Issue Discount Securities of that Series, the portion thereby specified
in the terms of such Security), premium, if any, and accrued and unpaid interest
on all the Securities of that Series to be due and payable.  Upon such
a declaration, such amounts shall be due and payable immediately.  If
an Event of Default specified in Section 6.01(5) or (6) with respect to the
Company occurs, the principal amount of (or, in the case of Original Issue
Discount Securities of that Series, the portion thereby specified in the terms
of such Security), premium, if any, and accrued and unpaid interest on all the
Securities of each Series of Security shall ipso
facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.

     

    (b) At any
time after the principal of the Securities of any Series of Securities shall
have been so declared due and payable (or have become immediately due and
payable), and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Holders of a
majority in principal amount of the Securities of that Series then outstanding
hereunder, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences, and waive such Event of Default,
if:  (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that Series and the principal of (and premium, if any, on) any and all
Securities of that Series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that Series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.07, and (ii) any and all Events of Default
under the Indenture with respect to such Series of Securities, other than the
nonpayment of principal (or, in the case of Original Issue Discount Securities
of that Series, the portion thereby specified in the terms of such Security) on
Securities of that Series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.04.  No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.

     

    SECTION
6.03. Other
Remedies.  If an
Event of Default with respect to any Series of Securities occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal amount of (or, in the case of Original Issue Discount
Securities of that Series, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest on the Securities of
that Series or to enforce the performance of any provision of the Securities of
that Series or this Indenture.

     

     

    
      
        
        

      

      
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      The
Trustee may institute and maintain a suit or legal proceeding even if it does
not possess any of the Securities of a Series or does not produce any of them in
the proceeding.  A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default with respect to
any Series of Securities shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy.  All available remedies are
cumulative.

       

      SECTION
6.04. Waiver of Past
Defaults.  The
Holders of a majority in principal amount of the Securities of any Series by
notice to the Trustee may waive an existing Default and its consequences except
(i) a Default in the payment of the principal amount of (or, in the case of
Original Issue Discount Securities of that Series, the portion thereby specified
in the terms of such Security), premium, if any, and accrued and unpaid interest
on a Security of that Series, or (ii) a Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each
Holder of that Series affected.  When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

       

      SECTION
6.05. Control by
Majority.  The
Holders of a majority in principal amount of the outstanding Securities of any
Series may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee with respect to that Series.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of any other Holder of that Series or that
would subject the Trustee to personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to indemnity satisfactory to it against
all losses and expenses caused by taking or not taking such
action.

       

      SECTION
6.06. Limitation on
Suits.  Except
to enforce the right to receive payment of the principal amount of (or, in the
case of Original Issue Discount Securities, the portion thereby specified in the
terms of such Security), premium, if any, and accrued and unpaid interest on a
Security of any Series when due, no Holder of a Security of that Series may
pursue any remedy with respect to this Indenture or the Securities of that
Series unless:

       

      (i) the
Holder previously gave the Trustee written notice stating that an Event of
Default with respect to that Series is continuing;

       

      (ii) the
Holders of at least 25% in aggregate principal amount of the outstanding
Securities of that Series make a written request to the Trustee to pursue the
remedy;

       

      (iii) such
Holder or Holders of that Series offer to the Trustee indemnity satisfactory to
it to the Trustee against any loss, liability or expense;

       

    

     

    
      
        
        

      

      
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      (iv) the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and

       

      (v) the
Holders of a majority in aggregate principal amount of the outstanding
Securities of that Series do not give the Trustee a direction inconsistent with
the request during such 60-day period.

       

      A Holder
of Securities of any Series may not use this Indenture to prejudice the rights
of another Holder of that Series or to obtain a preference or priority over
another Holder of that Series (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).

       

      SECTION
6.07. Rights of Holders to Receive
Payment.  Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of the principal amount of (or, in the case of Original Issue Discount
Securities, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on the Securities held by such
Holder, on or after their Maturity, or to bring suit for the enforcement of any
such payment on or after their Maturity, shall not be impaired or affected
without the consent of such Holder.

       

      SECTION
6.08. Collection Suit by
Trustee.  If an
Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 7.07.

       

      SECTION
6.09. Trustee May File Proofs of
Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its Property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

       

      SECTION
6.10. Priorities.  If the
Trustee collects any money or Property pursuant to this Article Six with
respect to any Series of Securities, it shall pay out the money or Property in
the following order:

       

      FIRST:  to
the Trustee for amounts due under Section 7.07;

       

      SECOND:  to
Holders for amounts due and unpaid on the Securities of that Series for the
principal amount of (or, in the case of Original Issue Discount Securities of
that Series, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
of that Series for the principal amount of (or, in the case of Original Issue
Discount Securities of that Series, the portion thereby specified in the terms
of such Security), premium, if any, and accrued and unpaid interest,
respectively; and

       

    

    
      
        
        

      

      
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      THIRD:  to
the Company.

       

      The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section.  At least 15 days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and amount to be paid.

       

      SECTION
6.11. Undertaking for
Costs.  In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing, by any party litigant in the
suit, of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party
litigant.  This Section does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than
10% in principal amount of the then outstanding Securities of any
Series.

       

      SECTION
6.12. Waiver of Stay or Extension
Laws.  The
Company (to the extent it may lawfully do so) shall at any time insist upon,
plead, or in any manner whatsoever claim to take the benefit or advantage of,
any stay or extension law, wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been
enacted.

       

       

      ARTICLE
SEVEN

       

      TRUSTEE

       

      SECTION
7.01. Duties of
Trustee.  (a)  If
an Event of Default has occurred and is continuing with respect to any Series of
Securities, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise thereof
as a prudent Person would exercise or use under the circumstances in the conduct
of such Person’s own affairs.

       

      (b) Except
during the continuance of an Event of Default with respect to any Series of
Securities:

    

     

     

    
      
        
        

      

      
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    (1) the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of that
Series, as modified or supplemented by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and

     

    (2) in the
absence of bad faith on its part, the Trustee may, with respect to Securities of
that Series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture.  However, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

     

    (c) The
Trustee may not be relieved from liability for its own grossly negligent action,
its own negligent failure to act or its own willful misconduct, except
that:

     

         
(1) this
paragraph does not limit the effect of paragraph (b) of this
Section;

     

                 
(2) the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

                 
(3) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.05.

     

    (d) Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

     

    (e) The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.

     

    (f) Money
held in trust by the Trustee need not be segregated from funds except to the
extent required by law.

     

    (g) No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.

     

    (h) Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section and to the provisions of the TIA.

     

     

     

    
      
        
        

      

      
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    SECTION
7.02. Rights of
Trustee.  (a)  The Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by
the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.

     

    (b) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers’ Certificate or Opinion of Counsel.

     

    (c) The
Trustee may act through agents or attorneys and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due
care.

     

    (d) The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or gross
negligence.

     

    (e) The
Trustee may consult with counsel of its choice, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities, shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such
counsel.

     

    (f) Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company.

     

    (g) The
Trustee shall not be deemed to have notice of any Default or Event of Default
with respect to the Securities of any Series unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references such Securities and this
Indenture.

     

    (h) The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to and
shall be enforceable by, the Trustee in each of its capacities hereunder, and to
each agent, custodian and other Person employed to act
hereunder.

     

    (i) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to the Trustee against the
costs, expenses and liabilities which might be incurred by the Trustee in
compliance with such request or direction.

     

    (j) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

     

     

    
      
        
        

      

      
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    (k) The
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture.

     

    (l) In no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

     

    (m) The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

    
       

      SECTION
7.03. Individual Rights of
Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.  Any Paying Agent,
Registrar or co-paying agent may do the same with like
rights.  However, the Trustee must comply with Sections 7.10 and
7.11.

       

      SECTION
7.04. Trustee’s
Disclaimer.  The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company in this Indenture, in
the Securities, or in any document executed in connection with the sale of the
Securities, other than those set forth in the Trustee’s certificate of
authentication.

       

      SECTION
7.05. Notice of
Defaults.  If a
Default with respect to Securities of any Series occurs and is continuing and if
it is actually known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Holder of that Series notice of the Default within 90 days after it
occurs.  The Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Holders.

       

      SECTION
7.06. Reports by Trustee to
Holder.  Unless
otherwise specified in the applicable Board Resolution, supplemental indenture
hereto or Officers’ Certificate, commencing April 15, 2008 and as promptly as
practicable after each subsequent April 15, for so long as Securities remain
outstanding, the Trustee shall mail to each Holder a brief report dated as of
such reporting date that complies with § 313(a) of the TIA.  The
Trustee shall also comply with § 313(b) of the TIA.

    

     

    
      
        
        

      

      
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    A copy of
each report at the time of its mailing to Holders shall be filed with the SEC
and each stock exchange (if any) on which the Securities are
listed.  The Company agrees to notify promptly the Trustee in writing
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

     

    SECTION
7.07. Compensation and
Indemnity.  The
Company shall pay to the Trustee from time to time such compensation for its
services as the Company and the Trustee shall from time to time agree in
writing.  The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services.  Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Company shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
attorneys’ fees and expenses) incurred by or in connection with the
administration of this trust and the performance of its duties
hereunder.  The Trustee shall notify the Company of any claim for
which it may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any
failure so to notify the Company shall not relieve the Company of its indemnity
obligations hereunder.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by an indemnified
party through such party’s own willful misconduct, negligence or bad
faith.


    To secure
the Company’s payment obligations in this Section 7.07, the Trustee shall
have a lien prior to the Securities on all money or Property held or collected
by the Trustee other than money or Property held in trust to pay the principal
of and interest and any additional payments on particular
Securities.

     

    The
Company’s payment obligations pursuant to this Section 7.07 shall survive
the satisfaction or discharge of this Indenture or the resignation or removal of
the Trustee.  When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(5) or (6) with respect to the Company,
the expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

     

    
      SECTION
7.08. Replacement of
Trustee.  The
Trustee may resign at any time with respect to the Securities of any Series by
so notifying the Company.  The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee and may appoint a
successor Trustee with respect to such Series of Securities.  The
Company shall remove the Trustee if:

    

     

    (a) the
Trustee fails to comply with Section 7.10;

     

    (b) the
Trustee is adjudged bankrupt or insolvent;

     

    (c) a
receiver or other public officer takes charge of the Trustee or its Property;
or

     

    (d) the
Trustee otherwise becomes incapable of acting.

     

     

    
      
        
        

      

      
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    If the
Trustee resigns, is removed by the Company or by the Holders of a majority in
principal amount of the Securities of any Series and such Holders do not
reasonably promptly appoint a successor Trustee or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of that Series of Securities.  The retiring
Trustee shall promptly transfer all Property held by it as Trustee to the
successor Trustee, subject to the lien provided for in
Section 7.07.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in principal
amount of the Securities of that Series may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee.

     

    If the
Trustee fails to comply with Section 7.10, any Holder of that Series of
Securities may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

     

    Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

     

    SECTION
7.09.  Successor Trustee
by Merger.  If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

     

    In case
at the time such successor or successors by merger, conversion or consolidation
to the Trustee shall succeed to the trusts created by this Indenture any of the
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and if at that time any
of the Securities shall not have been authenticated, any such successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities or in this Indenture provided that the certificate of the Trustee
shall have.

    

      SECTION
7.10. Eligibility;
Disqualification.  The
Trustee shall at all times satisfy the requirements of TIA
§ 310(a).  The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition.  The Trustee shall comply with TIA § 310(b); provided, however, that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are
met.

       

    

    
      
        
        

      

      
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      SECTION
7.11. Preferential Collection of
Claims Against Company.  The
Trustee shall comply with TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b).  A Trustee who has resigned or has been
removed shall be subject to TIA § 311(a) to the extent
indicated.

       

       

      ARTICLE
EIGHT

       

      LEGAL DEFEASANCE, COVENANT
DEFEASANCE AND SATISFACTION AND DISCHARGE

       

      SECTION
8.01. Option to Effect Legal
Defeasance or Covenant Defeasance.  The
Company may, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, at any time, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Securities of any
Series upon compliance with the conditions set forth below in this Article
Eight.

       

      SECTION
8.02. Legal Defeasance and
Discharge.  Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Securities of
that Series on the date the conditions set forth below are satisfied
(hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Debt
represented by the outstanding Securities, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged
hereunder:

       

    

    (a) the
Company’s obligations with respect to such Securities of that Series under
Article Two;

     

    (b) the
Company’s agreements set forth in Section 5.01 and 5.02;

     

    (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith under Article Two and Article
Seven (including, but not limited to, the rights of the Trustee and the duties
of the Company under Section 7.07, which shall survive despite the satisfaction
in full of all obligations hereunder); and

     

    (d) this
Article Eight.

     

     

     

    
      
        
        

      

      
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    Subject
to compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

    

      SECTION
8.03. Covenant
Defeasance.  Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03 with respect to any Series of Securities, the Company
shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be released from its obligations under any covenants
made applicable to the Series of Securities which are subject to defeasance
under the terms of a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate with respect to the outstanding Securities of that Series
on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of that Series shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities shall
not be deemed outstanding for accounting purposes).  For this purpose,
Covenant Defeasance means that, with respect to the outstanding Securities of
that Series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.  In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03 hereof with respect to any Series of Securities, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof,
Section 6.01(3) hereof (solely with respect to the covenants described in
Section 4.02) shall not constitute an Event of Default with respect to such
Securities.

       

      SECTION
8.04. Conditions to Legal or
Covenant Defeasance.  The
following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Securities:

       

    

    In order
to exercise either Legal Defeasance or Covenant Defeasance with respect to any
Series of Securities:

     

    (1) the
Company must irrevocably deposit in trust with the Trustee money or U.S.
Government Obligations or a combination thereof for the payment of principal of
and interest on the Securities of such Series to the Stated Maturity or
redemption, as the case may be;

     

    (2) the
Company shall have delivered to the Trustee a certificate from a nationally
recognized firm of independent registered public accountants expressing their
opinion that the payments of principal and interest when due on the deposited
U.S. Government Obligations plus any deposited money without investment will
provide cash at such times and in such amounts as will be sufficient to pay
principal and interest when due on all the Securities of such Series to the
Stated Maturity or redemption, as the case may be;

     

     

    
      
        
        

      

      
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    (3) 123 days
pass after the deposit is made and during the 123 day period no Default
specified in Section 6.01(5) or (6) with respect to the Company occurs that is
continuing at the end of the period;

     

    (4) no
Default or Event of Default with respect to that Series of Securities shall have
occurred and be continuing on the date of such deposit (other than a Default or
Event of Default with respect to that Series of Securities resulting from the
borrowing of funds to be applied to such deposit);

     

    (5) such
deposit does not constitute a default under any other agreement binding on the
Company;

     

    (6) the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the trust resulting from the deposit does not require registration under
the Investment Company Act of 1940;

     

    (7) in the
case of Legal Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (ii) since the date
of this Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of such Series of Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred;

     

    (8) in the
case of the Covenant Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such Series of
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred;
and

     

    (9) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Securities as contemplated by this Article Eight have been
complied with.

    

      SECTION
8.05. Deposited Money and U.S.
Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.  Subject
to Section 8.06 hereof, all money and noncallable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05,
the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Securities of the Series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by
law.

    

     

    
      
        
        

      

      
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    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or noncallable U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities of that Series.

     

    Anything
in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the request of the Company any
money or noncallable U.S. Government Obligations held by it as provided in
Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under
Section 8.04(2) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

    

      SECTION
8.06. Repayment to
Company.  Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or, if then held by the Company, shall be
discharged from such trust; and the Holder of such Security shall thereafter
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.

       

      SECTION
8.07. Reinstatement.  If the
Trustee or Paying Agent is unable to apply any Dollars or noncallable U.S.
Government Obligations in accordance with Section 8.02 or 8.03 hereof, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

       

    

    
      
        
        

      

      
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      SECTION
8.08. Satisfaction and Discharge
of Indenture.  If at
any time:  (a) the Company shall have delivered to the Trustee
for cancellation all Securities of a Series theretofore authenticated (other
than any Securities that shall have been destroyed, lost or stolen and that
shall have been replaced or paid as provided in Section 2.09 and Securities
for whose payment money and/or U.S. Government Obligations have theretofore been
deposited in trust or segregated and held in trust by the Company and thereupon
repaid to the Company or discharged from such trust, as provided in
Section 8.06); or (b) all such Securities of a particular Series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders
of that Series of Securities, cash in United States Dollars, noncallable U.S.
Government Obligations, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay at maturity or upon redemption all Securities of that Series
not theretofore delivered to the Trustee for cancellation, including principal
of, premium, if any, and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder with respect to such
Series by the Company, and shall have delivered to the Trustee an Opinion of
Counsel and an Officers’ Certificate, each stating that all conditions precedent
relating to the satisfaction and discharge of this Indenture with respect to
such Series have been complied with, then this Indenture shall thereupon cease
to be of further effect with respect to such Series except for:

       

    

    (i)
(a) the Company’s obligations with respect to such Securities of that
Series under Article Two;

     

    (b) the
Company’s agreements set forth in Section 5.01 and 5.02;

     

    (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith (including, but not limited to,
the rights of the Trustee and the duties of the Company under Section 7.07,
which shall survive despite the satisfaction in full of all obligations
hereunder); and

     

    (d) this
Article Eight,

     

    each of
which shall survive until the Securities of such Series have been paid in full
(thereafter, the Company’s obligations in Section 7.07 only shall
survive).

     

    Upon the
Company’s exercise of this Section 8.08, the Trustee, on demand of the Company
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such Series of Securities.

     

     

    
      
        
        

      

      
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    ARTICLE
NINE 

     

    AMENDMENTS

     

    

      SECTION
9.01. Without Consent of
Holders.  The
Company and the Trustee may amend or supplement this Indenture or the Securities
without the consent of any Holder:

    

    (1) to
evidence the succession of another Person to the Company pursuant to
Article Five and the assumption by such successor of the Company’s covenants,
agreements and obligations in this Indenture and in the
Securities;

     

    (2) to
provide for the issuance of additional Securities in accordance with the
limitations set forth herein;

     

    (3) to
surrender any right or power conferred upon the Company by this Indenture, to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of all or any Series
of Securities as the Board of Directors of the Company shall consider to be for
the protection of the Holders of such Securities, and to make the occurrence, or
the occurrence and continuance, of a default in respect of any such additional
covenants, restrictions, conditions or provisions a Default or an Event of
Default under this Indenture; provided, however, that with
respect to any such additional covenant, restriction, condition or provision,
such amendment may provide for a period of grace after default, which may be
shorter or longer than that allowed in the case of other Defaults, may provide
for an immediate enforcement upon such Default, may limit the remedies available
to the Trustee upon such Default or may limit the right of Holders of a majority
in aggregate principal amount of the Securities of any Series to waive such
default;

     

    (4) to cure
any ambiguity or correct or supplement any provision contained in this
Indenture, in any supplemental indenture or in any Securities that may be
defective or inconsistent with any other provision contained
therein;

     

    (5) to
convey, transfer, assign, mortgage or pledge any Property to or with the
Trustee, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not adversely affect the interests of any
Holders of Securities of any Series;

     

    (6) to modify
or amend this Indenture in such a manner as to permit the qualification of this
Indenture or any supplemental indenture hereto under the TIA as then in
effect;

     

    (7) to add or
to change any of the provisions of this Indenture to provide that Securities in
bearer form may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal or premium with respect to Securities
in registered form or of principal, premium or interest with respect to
Securities in bearer form, or to permit Securities in registered form to be
exchanged for Securities in bearer form, so as to not adversely affect the
interests of the Holders or any coupons of any Series in any material respect or
permit or facilitate the issuance of Securities of any Series in uncertificated
form;

     

     

    
      
        
        

      

      
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    (8) to secure
the Securities;

     

    (9) to make
any change that does not adversely affect the rights of any
Holder;

     

    (10) to add
to, change, or eliminate any of the provisions of this Indenture with respect to
one or more Series of Securities, so long as any such addition, change or
elimination not otherwise permitted under this Indenture shall (A) neither
apply to any Security of any Series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor modify
the rights of the Holders of any such Security with respect to the benefit of
such provision or (B) become effective only when there is no such Security
outstanding;

     

    (11) to
evidence and provide for the acceptance of appointment by a successor or
separate Trustee with respect to the Securities of one or more Series and to add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of this Indenture by more than one
Trustee; or

     

    (12) to
establish the form or terms of Securities and coupons of any Series pursuant to
Article Two.

     

    

      SECTION
9.02. With Consent of
Holders.  The
Company and the Trustee may amend this Indenture or the Securities of any Series
without notice to any Holder but with the written consent of the Holders of at
least a majority in principal amount of the Securities of each Series then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Securities) affected by such
amendment.  However, without the consent of each Holder affected, an
amendment may not:

       

    

    (1) reduce
the principal amount of Securities whose Holders must consent to an amendment,
modification, supplement or waiver;

     

    (2) reduce
the rate of or extend the time for payment of interest on any
Security;

     

    (3) reduce
the principal of or change the Stated Maturity of any
Security;

     

    (4) reduce
the amount payable upon the redemption of any Security or add redemption
provisions to any Security;

     

    (5) make any
Security payable in money other than that stated in this Indenture or the
Security; or

     

     

    
      
        
        

      

      
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    (6) make any
change in Section 4.07, 6.04 or 6.07 hereof or in the foregoing amendment
and waiver provisions.

     

    It shall
not be necessary for the consent of the Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.  After an amendment under
this Section becomes effective, the Company shall mail to all affected Holders a
notice briefly describing such amendment.  The failure to give such
notice to all such Holders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section.

    

      SECTION
9.03. Compliance with Trust
Indenture Act.  Every
amendment or supplement to this Indenture or the Securities shall comply with
the TIA as then in effect.

       

      SECTION
9.04. Revocation and Effect of
Consents and Waivers.  A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent or waiver is not made on the
Security.  However, any such Holder or subsequent Holder may revoke
the consent or waiver as to such Holder’s Security or portion of the Security if
the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.  After an amendment or waiver becomes
effective, it shall bind every Holder.  An amendment or waiver becomes
effective once both (i) the requisite number of consents have been received
by the Company or the Trustee and (ii) such amendment or waiver has been
executed by the Company and the Trustee.

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.  No such consent shall be valid or effective for
more than 120 days after such record date.

       

      SECTION
9.05. Notation on or Exchange of
Securities.  If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee.  The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder.  Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed
terms.  Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.

       

      SECTION
9.06. Trustee to Sign
Amendments.  The
Trustee shall sign any amendment authorized pursuant to this Article Nine if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does, the Trustee may but need not
sign it.  In signing such amendment the Trustee shall be entitled to
receive indemnity reasonably satisfactory to it and to receive, and (subject to
Section 7.02) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

       

    

    
      
        
        

      

      
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      SECTION
9.07. Payment for
Consent.  Neither
the Company nor any Affiliate of the Company shall, directly or indirectly, pay
or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be paid to all Holders, ratably, that so
consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.

       

      ARTICLE
TEN

       

      MISCELLANEOUS

       

      SECTION
10.01. Trust Indenture Act
Controls.  If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

       

      SECTION
10.02. Notices.  Any
notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:

    

     

    If to the
Company:

     

    DHT
Maritime, Inc.

    26 New
Street

    St
Helier, Jersey JE2 3RA

    Channel
Islands

     

    If to the
Trustee:

     

    [                                 ]

     

    


     

    Attn:  [                                         ]

     

    Telecopy:  [                                 ]

     

    The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

     

    Any
notice or communication mailed to a Holder shall be mailed to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time
prescribed.

     

     

    
      
        
        

      

      
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    Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

    
 

    
      SECTION
10.03. Communication by Holders
with Other Holders.  Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Securities.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA
§ 312(c).

       

      SECTION
10.04. Certificate and Opinion as
to Conditions Precedent.  Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

    

     

    (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with; and

     

    (2) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.

    

      SECTION
10.05. Statements Required in
Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

       

    

    (1) a
statement that the individual making such certificate or opinion has read such
covenant or condition;

     

    (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;

     

    (3) a
statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with;
and

     

    (4) a
statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.

     

    
      SECTION
10.06. Acts of Holders.  (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of Holders signing such
instrument or instruments.  Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.

    

     

    
      
        
        

      

      
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    (b) The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to such officer the execution thereof.  Where such
execution is by a signer acting in a capacity other than such signer’s
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer’s authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

     

    (c) The
ownership of bearer securities may be proved by the production of such bearer
securities or by a certificate executed by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the bearer
securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such bearer securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory.  The Trustee
and the Company may assume that such ownership of any bearer security continues
until (i) another such certificate or affidavit bearing a later date issued
in respect of the same bearer security is produced, (ii) such bearer
security is produced to the Trustee by some other Person, (iii) such bearer
security is surrendered in exchange for a registered security or (iv) such
bearer security is no longer outstanding.  The ownership of bearer
securities may also be proved in any other manner which the Trustee deems
sufficient.

     

    (d) The
ownership of registered securities shall be proved by the register maintained by
the Registrar.

     

    (e) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     

    (f) If the
Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option,
by or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities shall be computed as of such record
date; provided
that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    (g) The
Depositary, as a Holder, may appoint agents and otherwise authorize Participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.


    
      SECTION
10.07. Rules by Trustee, Paying
Agent and Registrar.  The
Trustee may make reasonable rules for action by or a meeting of
Holders.  The Registrar and the Paying Agent may make reasonable rules
for their functions.

       

      SECTION
10.08. Legal Holidays.  A “Legal Holiday” is a
Saturday, Sunday or other day on which banking institutions in New York State
are authorized or required by law to close.  If a payment date is a
Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening
period.  If a record date is a Legal Holiday, the record date shall
not be affected.

       

      SECTION
10.09. Governing Law.  THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.  EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.


    

    
      SECTION
10.10. No Recourse Against
Others.  A director, officer, employee or shareholder, as such,
of any Company shall not have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  By accepting a
Security, each Holder shall waive and release all such
liability.  This waiver and release shall be part of the consideration
for the issuance of the Securities.

       

      SECTION
10.11. Successors.  All
agreements of the Company in this Indenture and the Securities shall bind its
successors.  All agreements of the Trustee in this Indenture shall
bind its successors.

    

     

    
      
        
        

      

      
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      SECTION
10.12. Multiple
Originals.  The
parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.  One signed copy of the Indenture is enough to prove this
Indenture.

       

      SECTION
10.13. Table of Contents;
Headings.  The
table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.

       

      SECTION
10.14. Severability.  If any
provision in this Indenture is deemed unenforceable, it shall not affect the
validity or enforceability of any other provision set forth herein, or of the
Indenture as a whole.

       

    

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as
of the date first written above.

     

     

    
      
        	     	DHT MARITIME,
      INC.,	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


      

    

     

    
       

       

       

      
        
          
            	 	[                       
      ],
as Trustee	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


          

        

        
           

        

      

    

     

     

     

     

     

     

     

     

     

    49